Employment Agreement with Alina T. Hudak 2_02-1-31-103
EMPLOYMENT
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the"Agreement")is entered into as of this 21st
day of April, 2021, by and between ALINA T. HUDAK ("Alina Hudak") and the CITY OF
MIAMI BEACH,FLORIDA (the"City") (each, a"Party" and collectively, the"Parties").
WHEREAS, on April 21, 2021, the Mayor and City Commission appointed Alina Hudak
as City Manager of the City, effective immediately; and
WHEREAS,the City, acting by and through its City Commission,desires to employ Alina
Hudak as its City Manager on the terms and conditions set forth in this Agreement, and Alina
Hudak desires to be employed as City Manager on those same terms and conditions;
WHEREAS, on May 12, 2021, the Mayor and City Commission adopted Resolution No.
2021- 31763, approving and authorizing the Mayor and City Clerk to execute this Agreement
with Alina Hudak, for a term of up to four(4)years, commencing retroactively on April 21, 2021,
and expiring on April 21, 2025; and
NOW,THEREFORE,the Parties agree as follows:
1. Recitations. The Parties agree that the recitations above are true and correct and
are incorporated as if fully set forth here.
2. Employment. The City agrees to employ Alina Hudak as its City Manager and
Alina Hudak agrees to be so employed. Alina Hudak will devote her full working time to her
duties as City Manager and will not accept or perform any other employment, paid or unpaid,
while she is employed as City Manager, except as expressly set forth herein or expressly agreed to
by the City Commission by Resolution and modification of this Agreement, according to its terms.
Notwithstanding the foregoing, nothing in this Agreement shall prohibit Alina Hudak from
occasional other work, such as teaching,writing,community activities,pro bono work, or civic or
charitable activities as is appropriate to this position of City Manager, provided, however, that
such work shall not interfere with Alina Hudak' duties as City Manager and shall not in any way
reflect unfavorably on the City. Alina Hudak shall at all times apply her best efforts to the
performance of her duties as City Manager.
3. Employment At Will. Alina Hudak is employed at will and serves at the pleasure
of the City Commission. This Agreement and Alina Hudak's employment may be terminated by
the City Commission at any time and for any reason or for no reason, subject only to the express
Termination provisions of this Agreement.
4. Duties. Alina Hudak will perform the duties of the office of City Manager as set
forth in the Charter of the City of Miami Beach, Florida, and in the Code of the City of Miami
Beach,Florida, and all such duties customary and appropriate to this position of City Manager and
such other appropriate duties as may be assigned by the City Commission or its designee from
time to time.
1
5. Effective Date. This Agreement shall become effective as of April 21, 2021 (the
"Effective Date").
6. Term. Subject to the City Commission's annual review and evaluation of Alina
Hudak,as provided in Section 7(d)below,the Agreement shall have a term of up to four(4)years,
commencing on April 21, 2021 (Commencement Date), and expiring at midnight, April 21, 2025,
unless terminated earlier or renewed as set forth herein.
7. Compensation. Alina Hudak shall receive compensation for performing the duties
of City Manager as set forth in this Section 7. Nothing other than those items set forth in this
Section 7 shall be considered or treated as compensation,wages, salary, earnings, or remuneration
to Alina Hudak for any purpose whatsoever, including pension or for purposes of Section 448.08,
Florida Statutes, or in arbitration.
a. Salary. The City shall pay Alina Hudak a salary annualized at$320,000,to
be earned and to accrue bi-weekly. This salary shall likewise be paid bi-weekly according
to the usual payroll practices of the City applicable to unclassified general employees.
Alina Hudak is a participant in the Section 457 deferred compensation plan (the Plan).
Within fourteen (14) days following the execution of this Agreement, and thereafter on
April 21'of each year during the Term of the Agreement,the City shall make a lump sum
contribution on Alina Hudak's behalf into(i)the Plan,in the amount of$26,000,according
to the terms of the Plan and applicable laws,with such contribution subject to an automatic
annual increase to the maximum amount permitted by applicable law; and (ii) an IRA
account selected by Alina Hudak, in the amount of$7,000 (or such lesser amount as may
be required by applicable law); provided, however, that such IRA contribution shall also
be subject to an automatic annual increase to the maximum amount permitted by applicable
law. The City agrees to review the annual salary and/or other benefits of Alina Hudak at
the time of evaluation of performance as provided in Section 7.d. and make adjustments as
the City may determine. An annual salary review of Alina Hudak will be made every year
within forty-five(45)days after April 21st of each year,or as soon as practicable thereafter,
in accordance with the Agreement terms.
•
b. Insurance. For FY2021, Alina Hudak has elected to decline coverage for
herself and her eligible dependents under the City-offered group medical and group dental
plan. During the City's open enrollment period taking place each year of the Term, Alina
Hudak may elect to join any City-offered group medical and group dental plan, and in such
event, the City shall pay the full amount of premiums for the City-offered group medical
and group dental plan selected by Alina Hudak, for herself and her eligible dependents.
The City will pay the full amount of premiums for the City-offered life insurance policy
and supplemental life insurance policy for Alina Hudak, and the City-offered insurance
policies for short-term disability, long-term disability, and long-term care insurance for
Alina Hudak. Alina Hudak may(or,if participation is mandatory,shall)participate in other
City-offered insurance and benefits for which she is eligible on the terms applicable to
unclassified general employees.
2
c. Leave. Alina Hudak will be eligible to accrue,use, and convert leave hours
to the extent and on the terms applicable to unclassified general employees. In addition to
the foregoing, Alina Hudak shall accrue an additional 120 hours of annual leave annually.
d. Performance Evaluation and Incentive. Alina Hudak's performance as City
Manager shall be evaluated by the City Commission at least once annually, within forty-
five (45) days prior to or following the anniversary of the Commencement Date, or at any
other time the City Commission may determine. Alina Hudak shall be responsible for
notifying the City Commission that her annual performance review is due, and for placing
the item on a City Commission meeting agenda within the time period specified herein.
The annual performance evaluation of Alina Hudak as City Manager shall occur without
regard to whether any additional compensation or bonus incentive is sought pursuant to
this Agreement.
i. The annual review and evaluation of Alina Hudak shall be in accordance
with the specific goals,priority objectives and initiatives the City Commission shall
establish, in consultation with Alina Hudak, as being necessary for the proper
operation of the City and the achievement of the City Commission's policy
objectives. The Parties anticipate that the performance priorities, goals and
objectives for the City Manager shall be adopted by the City Commission as soon
as possible, and not later than 120 days after the Commencement Date, and
memorialized as an amendment to this Agreement. Until such time as the City
Commission and Alin?.Hudak jointly establish such agreed-upon goals and priority
objectives,Alina Hudak's immediate priorities shall focus upon(i)the continuation
of the City's COVID-19 efforts,including post-COVID economic recovery; (ii)the
continuation of City's ongoing public safety efforts, including during High Impact
weekends such as Memorial Day weekend; (iii)City's FY2022 budget process; (iv)
the City Manager's staffing and organizational plan, including filling of key
vacancies; and (v) any such other priorities as the City Commission may establish
from time to time.
ii. The City Commission's annual evaluation of Alina Hudak's
performance and progress toward the goals and objectives shall form the basis for
the City Commission's determination of any salary increases or performance
incentives that may be awarded to Alina Hudak pursuant to this Agreement, or for
the renewal or termination of this Agreement, as provided in Sections 9 and 10 of
this Agreement,respectively. Based on the performance achieved by Alina Hudak
pursuant to the City Commission's annual review of Alina Hudak pursuant to this
Section 7, the City Commission may provide to Alina Hudak a onetime
Performance Incentive of up to 10 percent of the annualized salary amount set forth
in Section 7.a. The Performance Incentive shall not be deemed a part of"base pay"
or other earnings for purposes of pension.
8. Non-Compensation Expenses and Reimbursements. The City will pay for,
reimburse, or otherwise provide for the items set forth in this Section 8. These items are paid for,
reimbursed, or otherwise provided because they inure to the benefit of the City and do not
3
constitute compensation,wages, salary, earnings, or remuneration to Alina Hudak for any purpose
whatsoever,including pension or for purposes of Section 448.08,Florida Statutes,or in arbitration.
a. Vehicle. The City will pay to Alina Hudak a vehicle allowance in the
amount of$9,600.00 annually, paid in proportionate bi-weekly installments to reimburse
her for the use of her personal vehicle for the benefit of the City.
b. Information and Communications Technology Expenses. The City will
provide to Alina Hudak adequate and reasonable information and communications
hardware, software, and services to support her in the performance of her duties as City
Manager.
c. Subscriptions, Memberships, and Fees. Alina Hudak may include, as an
expense item in the budget of the Office of the City Manager, an amount to be used to pay
for such reasonable subscriptions, memberships, and fees and other similar costs, such as
travel and lodging, as may be incurred for development and advancement related to, in
support of, and inuring to the benefit of the City. No payment authorized hereunder may
be made to an entity that illegally discriminates on the basis of any characteristics protected
under the City's Human Rights Ordinance.
9. Renewal and Non-Renewal. The City Commission may renew or extend the
original term of this Agreement by resolution for succeeding periods as specified by the City
Commission on the same terms and conditions as then set forth in this Agreement or on such
modified terms and conditions to which it may agree with Alina Hudak. Should the City
Commission not renew or extend the original or any succeeding term, this Agreement shall expire
at the end of such original or succeeding term. Alina Hudak's employment shall simultaneously
end with the expiration of the original or succeeding term or period. Should the City not renew
this Agreement, it will either give Alina Hudak 90 days' notice of intent not to renew or, if no
notice is given,the City shall, commencing upon the end of her employment,pay Alina Hudak an
amount equivalent to 12 weeks of the salary amount set forth in Section 7.a. (the "Separation
Payments"), along with all payments due for work performed through the date of termination and
other payments due, if any, upon termination on the same terms and conditions applicable to
unclassified general employees and shall have no further liability to her whatsoever. The
Separation Payments will be paid bi-weekly according to the City's usual payroll practices. In
addition to the Separation Payments, if at the time of such non-renewal, Alina Hudak and her
eligible dependents are participating in any City-offered group medical or group dental plan, the
City shall pay Alina Hudak the full amount of premiums for the City-offered group medical and
group dental plan selected by Alina Hudak, for herself and her eligible dependents, for a period of
one(1)year following the expiration of this Agreement. Should Alina Hudak accept employment
prior to the expiration of 12 weeks after the date of expiration of the original or succeeding term,
the Separation Payments and payments for insurance premiums as provided herein shall
immediately cease and the City shall have no obligation to make any Separation Payments then
remaining unpaid.
4
10. Termination by Alina Hudak.
a. With Notice. Should Alina Hudak terminate this Agreement by giving
notice not less than 90 days prior to termination, the City shall pay her in like manner as if
the Agreement were not renewed pursuant to Section 9 of this Agreement.
b. Without Notice. Should Alina Hudak terminate this Agreement by giving
notice less than 90 days prior to termination, the City shall pay her any payments due for
work performed through the date of termination and other payments due, if any, upon
termination on the same terms and conditions applicable to unclassified general employees,
and shall thereafter have no further liability to her whatsoever.
11. Termination by the City. The City Commission may terminate this Agreement and,
thereby, Alina Hudak' employment, at any time, without or without notice, and for any reason or
for no reason.
a. Without Cause. Should the City terminate this Agreement without
Cause, as defined in Section 11.b., it shall pay Alina Hudak an amount equivalent to 20
weeks of the salary amount set forth in Section 7.a.,provided, however, that if at the time
of such termination,Alina Hudak and her eligible dependents are participating in any City-
offered group medical and group dental plan, the City shall also pay the full amount of
premiums for the City-offered group medical and group dental plan selected by Alina
Hudak, for herself and her eligible dependents, for a period of one-year following the date
of termination of this Agreement(the"Severance Payment"), along with all payments due
for work performed through the date of termination and other payments due, if any, upon
termination on the same terms and conditions applicable to unclassified general employees,
and thereafter City shall have no further liability to her whatsoever. Should Florida law be
changed to permit a Severance Payment greater than that permitted under law at the time
of the execution of this Agreement, the City Commission will review the amount of the
Severance Payment set forth in this Agreement and consider making any adjustments
thereto, at its sole discretion. In the event the City at any time during the term of this
Agreement reduces the salary or other financial benefits of Alina Hudak in a greater
percentage than an applicable across the board reduction for all employees of the City or
in the event the City refuses after written notice to comply with any other provision of this
Agreement benefiting Alina Hudak, or if a majority of the members of the City
Commission in a public meeting requests that Alina Hudak resign,then Alina Hudak may,
at her option, be deemed to be terminated as of the date of such reduction or such refusal
to comply within the meaning and context of this Section 11.a.
b. With Cause. Should the City terminate this Agreement with Cause, as
herein defined,it shall pay Alina Hudak any payments due for work performed through the
date of termination and other payments due, if any, upon termination on the same terms
and conditions applicable to unclassified general employees, and the City shall thereafter
have no further liability to her whatsoever, including no obligation to pay the Severance
Payment as defined in Section 11.a. Cause is defined as one or more of the following: any
material breach of this Agreement,provided,however,that the City Manager's progress or
achievement of the goals and objectives as may be established by the City Commission
5
(and memorialized in an amendment to this Agreement) shall be excluded from the
definition of"Cause" and shall not form the basis for the termination of Alina Hudak with
Cause; conviction of any felony; admission of conduct that would constitute any felony;
conduct that would constitute a violation of any applicable code of ethics or professional
conduct; conduct that would constitute malfeasance or misfeasance in office as those terms
are interpreted under Section 112.3187, Florida Statutes; or other similar conduct that the
City Commission reasonably determines merits termination.
12. Pension. Alina Hudak shall become a member of the Miami Beach Employees
Retirement Plan as a condition of her employment pursuant to the governing ordinance of the plan
(which plan, at the time of the execution of this Agreement, includes an accrual factor of 4 percent
for her period of service in the position of City Manager).
13. Bonds. The City shall bear the full expense of any fidelity or other bond required
of Alina Hudak in her capacity as City Manager under any statute, ordinance, or regulation.
14. Indemnification. The City shall indemnify and defend Alina Hudak or,at its option,
provide a defense to Alina Hudak against claims arising out of and in the course and scope of her
employment or function, consistent with and to the extent of Florida law under Chapter 111,
Florida Statutes, and a public official's right to a defense against claims arising from their
performance of their public dutiesperformed while serving a public purpose under the common
law of Florida.
15. Notice. Any notice hereunder shall be effective if made by delivery, postage paid,
to the United States Postal Service or by a manner valid for personal service under the Florida
Rules of Civil Procedure or by public statement on the record during a meeting of the City
Commission in the presence of the party to whom notice is to be given. Notice, for purposes of
this Agreement, is to be given to:
City: Mayor Dan Gelber(or successor)
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
and
City Attorney Raul Aguila(or successor)
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Alina Hudak: Alina T. Hudak(or heirs)
[Address on file with Human Resources and confidential and
exempt from disclosure under Florida law]
16. No Assignment or Delegation; No Third-Party Beneficiaries. The services
provided by Alina Hudak are considered unique and personal to her. Accordingly, Alina Hudak
may not delegate or assign any duty, obligation, or benefit attaching or accruing hereunder. This
6
Agreement is entered into and intended for the benefit solely of the City and Alina Hudak and not
for the benefit of any other person or entity.
17. Entire Agreement, Severability, Modification, Waiver. The provisions of this
Agreement constitute the entire agreement between the Parties on its subject matter and this
Agreement supersedes any other agreement, understanding, representation, or promise
whatsoever. Alina Hudak agrees that she has relied solely upon the express language of this
Agreement in determining whether to enter into this Agreement and not upon any other
understanding or communication of any kind,whether written or oral. Should a court or arbitrator
of competent jurisdiction determine that any provision or portion thereof of this Agreement is
illegal, invalid, or unenforceable, the remaining provisions or portions thereof shall remain in full
force and effect. This Agreement may be modified only by a writing signed by both Parties and
approved by the City Commission by Resolution. Waiver of any right or of any breach of this
Agreement by either party in any instance or instances shall not constitute or be construed as a
waiver in any other instance.
18. Construction, Governing Law, Headings. This Agreement shall be construed
according to its express language and not strictly for or against either Party, regardless of
authorship. This Agreement shall be governed by and according to the laws of the State of Florida.
Section headings are for convenience only and shall have no legal effect.
19. Arbitration. The Parties agree that any claim or dispute arising from this
Agreement, its interpretation, its renewal, or its breach shall be settled in final and binding
arbitration by a single arbitrator under the Arbitration Policies and Procedures of the Federal
Mediation and Conciliation Service. A panel of arbitrators may be requested by either Party and
the Parties will select an arbitrator by alternative strikes. The first Party to strike will be determined
by agreement or coin flip. Each Party may one time reject a proposed panel of arbitrators and
request another. The party requesting any panel shall bear the expense of the request. The Parties
shall bear equally the expense of the arbitrator and the location of the arbitration hearing. The
Parties shall each bear their own litigation costs,including attorney's fees, court reporter fees, and
witness fees, if any. The arbitrator shall apply a preponderance of the evidence standard of proof.
The party asserting a claim or affirmative defense shall have the burden of persuasion as to that
claim or affirmative defense. The arbitrator shall not have authority to make any award of
attorney's fees or the costs of the arbitration. The arbitrator shall confine himself or herself strictly
to the language of this Agreement and shall have no authority to add to, subtract from, or modify
any term or provision of this Agreement. The arbitrator shall have no authority to construe any
law,regulation,rule,principle of law, decision, or provision or provisions of this Agreement or to
make any award that would result in or obligate the City, directly or indirectly, to incur any debt,
cost, expense, or liability in excess of the amount initially budgeted, approved, and appropriated
for the funding of this Agreement. Any such purported construction or award will be null and
void. The arbitrator's award shall be subject to enforcement or vacation by the Circuit Court
according to law. Moreover, and without waiving the preceding limitation, in no case shall the
City be liable for any punitive, consequential, indirect, or incidental damages whatsoever.
20. Counterparts, Electronic Signatures. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original and all of which together shall
constitute a single instrument. Execution and delivery of this Agreement by electronic exchange
7
bearing the copies of a Party's signature shall constitute a valid and binding execution and delivery
of this Agreement by such Party. Such electronic copies shall constitute enforceable original
documents.
WHEREFORE, the Parties, after full consideration, including consultation with
independent counsel, do knowingly, voluntarily, and intending to be legally bound, hereby enter
into this Agreement duly executed on the dates written below.
Attest: FO' " ' 1 ' I • BEACH,FLORIDA:
V
Z o/2-1 -1411 INV
Rafael E. Granado, City Cler Dan Gelber, Mayor
ao day of ,2021.
FOR CITY MANAGER ALINA T. HUDAK:
, e(111)0\ e . 'd
, /(../t/L l..--- r---
,1 1 i.
i obigtt ALL---
Witness Signature ALA. Hudak r
V CU,ma e vi 11-- A f ay of 1"a\-1 , 2021.
Print Name
Witness Si: ;:tune /
Ert'C Car ev-(er
Print Name I
f a a
1 4 APPROVED AS TO
'" FORM&LANGUAGE
E� /��� &FOR EXECUTION
A_ —� y
i./NCORP Orin I c;D:: i 8 —
�� I' •! f City AttomeI 1 6.7. Date
8